gibson medical center - value-add/redevelopment...

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All SVN Offices Independently Owned & Operated. The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness. Gibson Medical Center - Value-Add/Redevelopment Opportunity 2600 5400 GIBSON BLVD SE | ALBUQUERQUE, NM | 87108 Patti Peixotto 505.503.2638 (D) [email protected] Joel White, MAI 505.503.2634 (D) [email protected] Hunter Greene 505.450.5612 (C) [email protected] 200 Seat Auditorium 2,184 Parking spaces Large Campus Setting Free-standing buildings Ideal for Redevelopment Next to VA Hospital 529,178 RSF | includes former hospital, clinic & administrative space $16,000,000 | $30.24/RSF Gibson Medical Center offers investors an opportunity to acquire/re-tenant/reposition a unique medical asset. A former hospital with associated clinical space, this property functioned as a multi-disciplinary clinical space for several years. The property currently houses a variety of medical uses including long- term care facility, rehab, dialysis and behavioral care. The facility includes fiber optic communications and a data room. There is currently an on-site pharmacy, gift shop and mail room. As of May 2016 the campus is 43% occupied. The majority of the vacant space in the campus buildings remain functional and well-suited for medical redevelopment and repositioning in the medical market space.

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All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

Gibson Medical Center - Value-Add/Redevelopment Opportunity

2600 5400 GibsOn blVd sE | AlbuquERquE, nM | 87108

Patti Peixotto505.503.2638 (D)[email protected]

Joel White, MAi505.503.2634 (D) [email protected]

Hunter Greene505.450.5612 (C)[email protected]

• 200 seat Auditorium• 2,184 Parking spaces• large Campus setting

• Free-standing buildings• ideal for Redevelopment • next to VA Hospital

529,178 RsF | includes former hospital, clinic & administrative space

$16,000,000 | $30.24/RsF

Gibson Medical Center offers investors an opportunity to acquire/re-tenant/reposition a unique medical asset. A former hospital with associated clinical space, this property functioned as a multi-disciplinary clinical space for several years. The property currently houses a variety of medical uses including long-term care facility, rehab, dialysis and behavioral care. The facility includes fiber optic communications and a data room. There is currently an on-site pharmacy, gift shop and mail room. As of May 2016 the campus is 43% occupied. The majority of the vacant space in the campus buildings remain functional and well-suited for medical redevelopment and repositioning in the medical market space.

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

2

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

Disclosure&ConfidentialityAgreement

This is a confidential memorandum intended solely for your limited use and benefit in

determining whether you desire to express further interest in the acquisition of 5400

Gibson Blvd SE (the “Property”). This Memorandum contains selected information

pertaining to the Property and does not purport to be a representation of the state of

affairs of the Property or the owner of the Property (the “Owner”), to be all inclusive or to

contain all or part of the information which prospective investors may require to evaluate a

purchase of real property. All financial projections and information are provided for general

reference purposes only and are based on assumptions relating to the general economy,

market conditions, competition and other factors beyond the control of the Owner and

SVN. Therefore all projections, assumptions and other information provided and made

herein are subject to material variation. All references to acreages, square footages,

and other measurements are approximation. Additional information and an opportunity

to inspect the Property will be made available to interested and qualified prospective

purchasers. In this Memorandum, certain documents are described in summary form.

These summaries do not purport to be complete nor necessarily accurate descriptions

of the full agreements referenced. Interested parties are expected to review all such

summaries and other documents of whatever nature independently and not rely on the

contents of this Memorandum in any manner.

Neither the Owner nor SVN, nor any of their respective directors, officers, affiliates

or representatives make any representations or warranty, expressed or implied, as to

the accuracy or completeness of this Memorandum or any of its contents and no legal

commitment or obligation shall arise by reason of your receipt of this Memorandum or use

of its contents; and you are to rely solely on your own investigations and inspections of the

property in evaluating a possible purchase of the real property.

The Owner expressly reserves the right, at its sole discretion, to reject any or all expressions

of interest or offers to purchase the Property, and/or to terminate discussions with any

entity at any time with or without notice which may arise as a result of review of this

Memorandum. The Owner shall have no legal commitment or obligation to any entity

reviewing this Memorandum or making an offer to purchase the Property unless and until

written agreements for the purchase of the Property have been fully executed, delivered

and approved by the Owner and any conditions to the Owner’s obligation therein have been

satisfied or waived. By receipt of this Memorandum, you agree that this Memorandum

and its contents are of a confidential nature, that you will hold and treat it in the strictest

confidence and that you will not disclose this Memorandum or any of its contents to any

other entity without the prior written authorization of the Owner or SVN. You also agree

that you will not use this Memorandum or any of its contents in any manner detrimental to

the interest of the Owner or SVN. Hunter Greene and Joel White, two of the listing agents

for the property, have a small, minority interest in the ownership of the property. If after

reviewing this Memorandum, you have no further interest in purchasing the Property, kindly

return this Memorandum to SVN.

The information contained in this document has been obtained from sources believed reliable. While SVN does not doubt its accuracy, SVN has not verified it and makes no guarantee, warranty or representation about it. It is your responsibility to independently confirm its ac-curacy and completeness. Any projections, assumptions, opinions or estimates used are for example only and do not represent the current or future performance of the property. The value of this transaction to you depends on tax and other factors which should be evaluated by your tax, financial and legal advisors. You and your advisors should conduct a careful, independent investigation of the property to determine to your satisfaction the suitability of the property for your needs.

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

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Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

Table of Contents

•ExecutiveSummary

○TheOffering

○InvestmentHighlights

○FloorPlans

○Aerial

•AlbuquerqueOverview

•ConfidentialityAgreement

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

4

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

The Offering Gibson Medical Center (GMC) offers a unique value-add/redevelopment opportunity to investors looking to purchase existing medical properties. The property features former hospital space as well as clinic and administrative space. It includes a 200-seat auditorium with multimedia capabilities. Located approximately 2.5 miles east of I-25, adjacent to the Veterans Administration Hospital and Kirtland Air Force Base in SE Albuquerque, GMC includes 8 buildings on 20.84 acres, and additional 400 parking spaces along the vacated Ridgecrest Dr. right-of-way. The property was formerly known as Lovelace Hospital, a 212-bed acute-care hospital with historical links to the early years of the American Space Program including the medical testing of America’s first astronauts that were featured in the book and movie “The Right Stuff”. At the end of 2007, the facility transitioned from a full acute-care hospital into hundreds of thousands of square feet of clinics for a variety of medical specialties.

As of May 2016, the campus is 43% occupied with tenants such as: Multiple clinics for Albuquerque Health Partners (AHP), a Fresenius Healthcare dialysis clinic, a pharmacy, Quest Diagnostic (testing lab), an in-patient autism treatment facility known as Bernalillo Academy, Haven Behavioral Health (an adult in-patient facility), and Shadow Mountain.

In addition to the medical tenants listed above, GMC

has served as a hospital setting for several movies and TV shows, such as Breaking Bad, In Plain Sight, Night Shift, Better Call Saul, and other productions. Rental revenues from movie and TV production companies has typically added $80,000 to $167,000 per year to rental revenues.

The AHP clinics will be vacating the subject upon completion of a new clinical building currently under construction and located east of I-25 and south of Gibson Blvd. The move is expected to happen during the first quarter of 2017. At that time, and assuming no new tenants are added to the facility, the Gibson Medical Center occupancy will drop to approximately 114,681 SF, or an occupancy rate of approximately 21.7%.

The majority of the vacant space in the campus buildings remain functional and well-suited for medical redevelopment and repositioning in the medical market space. Some regions of the facility may require modifications to meet new code requirements, such as the operating suites and some patient rooms in the oldest buildings.

The property’s location adjacent to the Veteran’s Administration Hospital and Kirtland Air Force Base may offer unique development opportunities for entrepreneurial investors with strong relationships within local and region military communities.

The campus facility in located within a federally-designated HUB Zone. This “Historically Underutilized Business Zone” may offer financial advantageous benefits to federal contractors through specific set-aside contracts.

investment Highlights• On-site Full-service Cafeteria/industrial

Kitchen • Gift shop• Dataroomwithfiberopticcommunications• Medical air vacuum• Mail room• 24/7 on-site security• Oxygen and medical gas• 3 High voltage back-up generators• Newlypavedparkinglots• Over 100 security cameras• Indoorwalkingtrack• surgical, radiology and clinical, patient

rooms available. • 2NewHigh-EfficiencyChillerUnits

5400 GibsOn blVd sEPrice/SF: $28.10/SF

Building Area: 569,333 SF

529,178 Rentable SF; as per Rent Roll

Sale Price: $16,000,000 - $30.24/RSF

Lot Size: 20.84 acre site w/2,184 parking spaces

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

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Property description: building name: Gibson Medical Center

Address: 5400 Gibson SE

Price: 16,000,000 ($30.24/RSF)

Parking: 2,184 spaces

Tax Parcels information:

Tax id numbers 2015 Tax bill sF

1 018 055 132 500 20114 $121,351.38 20.42 acres

1 018 055 041 515 20102 $ 2,263.36 0.4226 acres

Power: Electric power to the site is provide through an on-site

substation, which contains 4 primary transformers that convert

the incoming 12,470 volt service to 4,160 volt and 480 volt.

• 4 transformers rated at 2,500 kVA (1); 1,500 kVA (2); and

1,000 kVA(1)

• Redundant power – Primary power provided by separate

substations: Alcazar and Truman

• Total Capacity of Primary Transformers – 6,500 kVA

• Watts per SF based on Transformers – 11.73

• Three (3) on-site emergency engine generator sets:

One 1,250 KW prime rated generator and two 450 KW

generators.

Elevators: 13 elevators and 2 escalators at the Main Hospital

Building and Education Administration Building.

Parking: 2,184

building sF: Main Facility:

Basement: 29,923 SF

1st Floor: 169,276 SF

2nd Floor: 131,408 SF

3rd Floor: 84,358 SF

4th Floor: 74,427 SF

5th Floor: 34,847 SF

Main Facility Total: 524,244 sF

Education and Admin building:

1st Floor: 7,744 SF

2nd Floor: 6,107 SF

Ed and Admin Total: 13,851 sF

Plant Operations

1st Floor: 4,883 SF

2nd Floor: 4,883 SF

Plant Operations Total: 9,766 sF

Free standing buildings:

Cosmetic Surgery 5,255 SF

Physical Therapy 1,690 SF

Total 6,945 sF

Maintenance/Engineering 14,527 sF

Total All Existing improvements: 569,333 sF

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

6

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

basement

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

7

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

First Floor

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

8

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

second Floor

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

9

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

Third Floor

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

10

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

Fourth Floor

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

11

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

Fifth Floor

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

12

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

site Plan

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

13

Gibson Medical Center - Value-Add/Redevelopment Opportunity

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

14

Gibson Medical Center |AlbuquerqueOverview

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

AlbuquERquEAlbuquerque is situated at the geographic center of New Mexico at the crossroads of Interstate 25 & 40; nestled in the Rio Grande Valley with the Sandia Mountains forming its eastern boundary. The high-altitude city serves as the county seat of Bernalillo County. The Albuquerque MSA has a population of 902,797 according to the US Census Bureau’s most recently available estimate for July 1, 2013. Albuquerque is the 59th largest US metropolitan area. The Albuquerque MSA includes, the city of Rio Rancho, Bernalillo, Placitas, Corrales, Los Lunas, Belen and Bosque Farms.

Albuquerque was founded in 1706 was the Spanish Colonial outpost of Villa de Alburquerque. Present-day Albuquerque retains much of its historical Spanish Cultural Heritage and was named in honor of Francisco, Duke of Albuquerque who was viceroy of New Spain from 1653 to 1660. New Mexico’s dry climate brought many tuberculosis patients to the city in search of a cure during the early 20th century and several sanitaria sprang up on the West Mesa to serve them. The first travelers on Route 66 appeared in Albuquerque in 1926 and dozens of motels, restaurants sprung up along the roadside to serve them. Kirtland Air Force Base was established in 1939; Sandia Base in early 1940s and Sandia National Labs in 1949. These would make Albuquerque a key player in the Atomic Age.

Located in the northern tip of the Chihuahuan Desert near the Colorado Plateau, Albuquerque has a cold desert climate. Brilliant sunshine defines the region, averaging 278 days a year. Average snowfall is 9 inches per winter.

quAliTy OF liFEFor its wealth of activities and gentle weather, it’s hard to beat Albuquerque.• Sandia Mountains: Flanking the city to the east, the

10,678-foot mountain offers skiing, hiking, biking, and picnic spots.

• The Albuquerque International Balloon Fiesta: This, the largest ballooning event in the world, draws 800,000 visitors each year to enjoy watching hundreds of hot-air balloons rising in beautiful fall weather.

• The ABQ BioPark: This imaginative and well-planned park includes a zoo, aquarium, botanic garden, and fishing beach.

• Museums: Albuquerque museums include such diverse facilities as the Anderson-Abruzzo Albuquerque International Balloon Museum, Maxwell Museum of Anthropology, the Indian Pueblo Cultural Center, the Museum of Natural History and Science, the Albuquerque Museum, and Explora Science Center and Children’s Museum. The spectacular National Hispanic Cultural Center includes art galleries and a performing arts center.

• Recreation: Albuquerque offers 800 parks, more than 80 miles of running and biking trails, 220 outdoor tennis courts, 23 ball fields, and year-round golf on 15 golf courses.

• Sports: Games of the University of New Mexico Lobos are legendary for their color and fan devotion.

The city also has Triple-A baseball, with the Isotopes in a new stadium.

AlbuquERquE And THE ARTsAlbuquerque is flourishing as an arts center.• Dozens of performing arts venues offer everything from

classical music to flamenco, opera to musicals, and traditional and experimental theater.

• Albuquerque has more than 40 art galleries.• The city and county have added hundreds of pieces of

public art valued at millions over the last 20 years.• Some 250 arts organizations serve the metro area. Of

those, 45 are guilds.• More than 400 artisan manufacturing companies

produce furniture, jewelry, pottery, clothing and textiles. Albuquerque is one of six jewelry-producing centers in the nation.

KiRTlAnd AiR FORCE bAsEKirtland Air Force Base (AFB) is the city’s largest employer and is home to a wide range of Department of Defense, Department of Energy, and United States Air Force organizations. As one of Albuquerque’s most important economic drivers, Kirtland AFB is located in the southeastern portion of the city, nestled between the Sandia and Manzano

mountain ranges, adjacent to the Albuquerque International Sunport Airport. Flying operations at Kirtland AFB share the flight line, runways and airspace with commercial aviation at the Albuquerque Sunport, making it a joint civil-military airport. Covering 51,558 acres, the base is the third-largest installation in Air Force Materiel Command. In total, over 110 organizations are located at Kirtland, which employs 35,690 civilians and 4,860 military personnel. Approximately $4.3 billion of the total Kirtland AFB economic impact is local.

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

15

Gibson Medical Center |AlbuquerqueOverview

5400 GibsOn blVd nE | AlbuquERquE, nM | 87108

UNIVERSITY OF NEW MEXICOFounded in 1889, The University of New Mexico (UNM) now occupies 600 acres along old Route 66 in the heart of Albuquerque. The University serves approximately 26,000 students at its main campus in Albuquerque and employs 19,400 statewide, including employees of the University Hospital. With 120,000 alumni located throughout the nation and in more than 90 countries worldwide, more than one-half of its students remain in New Mexico following graduation. UNM offers more than 210 degree and certificate programs through a wide variety of bachelor’s, master’s and doctoral programs. Central New Mexico Community College is another local institution of higher education, which serves approximately 23,000 students and employs 1,770.

dEMOGRAPHiC TREnds– The Albuquerque metro area’s population totals 907679 residents and is currently growing at a steady pace of 1-2 percent a year. From 2000-2010 the Albuquerque metro area increased 21.6 percent adding 157428 residents. The City of Rio Rancho, located northwest of Albuquerque in Sandoval County is the fasting growing city in New Mexico with a population of 94,.030, increasing by 65% from 2000-2010. Despite the growth of the Albuquerque area commute times are very reasonable, thus enhancing the work/life balance valued by many. Albuquerque was ranked the 13th best commute city in the nation. Approximately 65% of Albuquerque metro residents have a commute time of 29 minutes or less with the average commute time of 25 minutes. On a per capita basis, the Albuquerque metro ranks among the top 25 largest metros in the nation for cities with most college graduates. The Albuquerque area has over 29% of the metro population with a bachelor’s degree or higher. NM has one of the highest concentration of Ph.D.s in the nation.

AlbuquERquE’s EXPAndinG ECOnOMyAs the most dynamic city and largest urban area in New Mexico, Albuquerque is the state’s major commercial center,

serving as a hub for business, trade, finance, industry and government. With a substantial labor force, the Albuquerque metro area accounts for nearly 46% of the state’s total employment. With a young population, an above-average growth rate, and the presence of the University of New Mexico, the Albuquerque metro area will continue to provide employers with an abundant, diverse and well-educated work force.

Today Albuquerque is an economically robust city that has met the challenges of growth and provides a wealth of amenities – all

while sticking to its budget and managing prudently. As a result the city has maintained high bond ratings. It has also drawn favorable notice in rankings of Kiplinger’s Personal Finance,

Site Selection magazine, and Forbes. Studies generally cite affordable labor, housing, and real estate, work force quality, incentives, and ease of working with local officials.

AlbuquERquE ECOnOMiC dEVElOPMEnTAlbuquerque Economic Development, Inc. (AED) is a private, non-profit organization designed to recruit economic based companies to the Albuquerque Metro Area and assist with the retention and expansion of existing industry. AED has been in existence for 50 years and has recruited more than 200 companies, resulting in the creation of more than 20,000 new jobs.

AED’s success is important to the economic vitality of the Greater Albuquerque Metro Area. A strong economic base is essential for job creation and quality of life. Approximately 80 percent of their budget is spent to market the Albuquerque Region to industry and site selection consultants and to assist the retention and expansion of existing industry.

An effective economic development and job creation program requires the ongoing support of AED’s investors. The average private sector investment is $2,300 and AED’s top 100 investors dedicate an average of $5,400 per year to our efforts. Nearly 300 companies invest yearly in AED to help finance and support our economic development efforts. The variety and size of companies ranges from large national corporations to locally-owned small businesses.

• CentralNewMexicoCommunityCollege

• General Mill• CityofAlbuquerque• sandia national labs• Honeywell• sandia Resort & Casino

• intel Corporation • isleta Casino & Resort • StateofNewMexico• Kirtland Air Force base • T-Mobile• lovelace Health systems • UniversityofNewMexico

• NewMexicoVeternsAffairsHealthcare systems

• unM Hospital• PnM Electric services • us Forest service• Presbyterian Hospital • Verizon Wireless

AlbuquERquE’s MAJOR EMPlOyERs inCludE:

All SVN Offices Independently Owned & Operated.The information listed above has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

16

GibsonMedicalCenter-ConfidentialityAgreement

5400 GibsOn blVd sE | AlbuquERquE, nM | 87108

GIBSON MEDICAL CENTER, LLC a New Mexico limited liability limited partnership (“Owner”) is the owner of the office building commonly known as Gibson Medical Center located at 5400 Gibson Blvd SE, Albuquerque, NM 87108 (the “Property”). _________________________ (“Company”) desires to explore the possibility of acquiring the Property. To assist the Company in reaching a decision concerning such acquisition (“Transaction”), Owner has agreed to provide to the Company certain information that is either non-public, confidential or proprietary in nature (“Information”), including, but not limited to, information of a financial nature, relating to the Property.

As used herein, the term “Information” shall be deemed to include, without limitation: (a) information and material disclosed by Owner or its representatives or agents both prior to or following the date hereof; and (b) all analyses, compilations, forecasts, studies or other documents prepared by the Company, its agents, representatives (including attorneys, accountants and financial advisors) or employees which contain or otherwise reflect such Information. The term Information shall also include (a) the fact that discussions or negotiations are taking place or that any Information has been shared with the Company, (b) the proposed terms and conditions of any proposed Transaction, and (c) the existence, context, and scope of this Agreement.

The Company’s use of the Information is subject to the following terms and conditions of this Confidentiality Agreement (the “Agreement”):

1. Owner, directly or through its representatives, including SVN, Walt Arnold Commercial Brokerage Inc. (“SVN”) as its exclusive sales agent, may deliver Information in order to enable the Company to evaluate the Transaction. The Company shall accept and hold such Information in strict confidence in accordance with the provisions of this Agreement.

2. The Information will be kept strictly confidential and, without Owner’s prior written consent, the Company and its directors, officers, employees, agents and representatives shall not: (a) copy, reproduce, distribute or disclose the information to any third party; (b) use the Information for any purpose other than in connection with evaluating the Transaction; or (c) use the Information in any manner detrimental to the Property or Owner. The Company also agrees to transmit the Information only to those individuals who are actively and directly participating in the evaluation of the Transaction and who are informed of and who have agreed to comply with the terms of this Agreement and who are instructed not to make use of the Information in a manner inconsistent herewith. The Company shall be responsible for any breach of the terms of this Agreement by such individuals.

3. The Information shall not include information which the Company can clearly demonstrate falls within any of the following categories: (a) information which has come within the public domain through no fault or action of the Company or its directors, officers, employees, agents or representatives (collectively “Representatives”); (b) information which was known to the Company on a non-confidential basis prior to its disclosure hereunder; or (c) information which becomes rightfully available to the Company on a non-confidential basis from any third party, the disclosure of which to the Company does not violate any contractual or legal obligation said third party has with respect to such Information.

4. The Company, when requested by Owner or Owner’s representatives, shall immediately return or destroy (confirmed in writing) the Information, including all

notes, copies, reproductions, summaries, analyses, or extracts thereof, then in the Company’s or its Representatives’ possession, either furnished by Owner hereunder or prepared by the Company or its Representatives. Such return or destruction shall not abrogate the Company’s continuing obligations under this Agreement.

5. In the event that the Company is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Information, the Company shall provide Owner with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Company shall furnish only that portion of the Information which the Company is advised by written opinion of counsel is legally required and shall exercise best efforts to obtain assurance that confidential treatment will be accorded to such Information. In the event disclosure of Information is required by Federal and/or state securities laws or regulations, the Company shall provide written notice of its intended disclosure to Owner for its approval, which may not be unreasonably withheld.

6. Except as may otherwise be expressly set forth in a separate definitive agreement(s) between Owner and the Company, Owner and its agents and representatives, shall not be deemed to have made any representations or warranties as to the accuracy or completeness of the Information or shall not have any liability whatsoever to the Company (or its representatives) relating to or arising in any manner from the Company’s use of the Information.

7. It is understood that this Agreement does not constitute an agreement to sell the Property and does not obligate Owner to enter into any further discussions or agreements.

8. The terms of this Agreement shall inure to the benefit of Owner and their respective successors and assigns. The Company agrees that, due to the unique nature of the Information, the unauthorized disclosure or use of the Information will cause irreparable harm and significant injury to Owner, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, the Company agrees that, without prejudice to the rights and remedies otherwise available at law or in equity, Owner and its agents and representatives shall be entitled to specific performance and equitable relief by way of injunction if the Company or any of its Representatives breach or threaten to breach any of the provisions of this Agreement.

9. The Company agrees to indemnify, defend and hold Owner harmless against all claims, losses and/or damages resulting from the Company’s breach of the Agreement, as well as any breach thereof by the Company’s Representatives or consultants.

10. It is understood and agreed that no failure or delay by Owner in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

11. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico. The Company hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction

of the courts of the State of New Mexico or the United States located in the City of Albuquerque for any actions, suits or proceedings arising out of or relating to the terms of this Agreement and the transactions contemplated hereby (and the Company agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to _____________________________________________ shall be effective service of process for any action, suit or proceeding brought against the Company in any such court. The Company hereby irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

12. All requests for Information or questions with regard to the Information shall be directed to SVN, provided no contact shall be made with anyone at the Property, including any tenant, property manager or other employee, unless express authority to do so is given by Owner.

13. The Company hereby agrees to indemnify, defend, save and hold harmless Owner, and its respective members, partners, managers, officers, employees, affiliates, successors and assigns against and from any loss, liability, cost or expense (including, without limitation, reasonable attorneys’ fees and expenses) in any way arising from claims by any broker, agent, finder or the like for commissions, fees and other compensation relating to the proposed or actual transaction involving the Company, its affiliates, or their respective successors, assigns or nominees, except for the fee due to SVN which shall be paid by Owner.

14. Company (and its broker or agent signing below) acknowledge that it will be registered with the Owner as a potential purchaser and agrees to make any and all offers to purchase the property through the Company’s Broker of Record, who by this agreement is authorized to present such offers to SVN and to be paid a real estate commission of One Percent (1%) by SVN as the Company’s Broker of Record. Company represents that it is not exclusively represented by another broker and Company agrees not to introduce another broker as its representative for the property.

15. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ___ day of ______________, 2016.

COMPANY: By:____________________________________________________ Name: _________________________________________________ Its: ____________________________________________________ Address: _______________________________________________ City, State: ______________________________________________ Phone:_________________________________________________ Fax: ___________________________________________________